Fair Value Measurements

12 Months Ended

Dec. 31, 2021

5. Fair Value Measurements

The following tables present the financial instruments carried at fair value on a recurring basis as of December 31, 2021 and 2020, respectively, in accordance with the FASB ASC 820 hierarchy (in thousands):


	Fair Value Measurements at December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	272,210	$	—	$	—	$	272,210

	Fair Value Measurements at December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets
Money market funds	$	6,996	$	—	$	—	$	6,996

The Company’s cash equivalents represent deposits in a short-term United States Treasury money market fund quoted in an active market and classified as a Level 1 asset. There were no assets or liabilities measured at fair value on a nonrecurring basis at December 31, 2021 and 2020. There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the years ended December 31, 2021 and 2020.

The fair value of the derivative liability was initially determined using a probability-weighted income approach and is revalued at each reporting date or more frequently if circumstances dictate. Changes in the fair value of the derivative liability are recorded as expense within other (expense) income in the consolidated statements of operations and comprehensive loss. The significant unobservable inputs used in the fair value measurement of the derivative liability include probability of payment factors and the discount rate. Refer to Note 3, Licensing Agreements, for additional information on the derivative liability.

The following tables provide a summary of changes in Level 3 fair value measurements for the year ended December 31, 2021:


	Year Ended
	December 31, 2021
($ in thousands)
Derivative liability balance as of January 1, 2021	$	—
Initial recognition of derivative liability		3,369
Change in fair value recorded in earnings		6,231
Transfer to accounts payable		(9,600	)
Balance as of December 31, 2021	$	—

The Company paid the $9.6 million of Extra Milestone Payment, for which it previously recognized a derivative liability, in January 2022.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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